Terms of Service
Last Updated on January 28, 2018. These terms and conditions are effective immediately for those
registering accounts after that date and will become effective January 28, 2018
for those with pre-existing accounts.
These terms and conditions (the "Terms")
govern your access to and use of Evry1eats's websites and mobile applications
that link to or reference these Terms ("Site").
By accessing or using the Site, you are agreeing to these Terms and concluding
a legally binding contract with Evry1eats LLC, a New York State limited
liability company headquartered in New York, New Your ("Evry1eats"). Do not access or use the Site
if you are unwilling or unable to be bound by the Terms.
1. DEFINITIONS
A.
Parties
"You" and "your" refer
to you, as a user of the Site. A "user" is
someone who accesses, browses, crawls, scrapes, or in any way uses the
Site. "We," "us," and "our" refer to Evry1eats.
B.
Content
"Content" means text, images, photos, audio,
video, location data, and all other forms of data or communication. "Your Content" means Content that you
submit or transmit to, through, or in connection with
the Site, such as ratings, reviews, compliments, invitations, check-ins,
messages, and information that you publicly display or displayed in your account
profile. "User Content" means Content that users
submit or transmit to, through, or in connection with
the Site. "Evry1eats Content" means
Content that we create and make available in connection with the Site. "Third Party Content" means Content that
originates from parties other than Evry1eats or its users, which is made
available in connection with the Site. "Site Content" means
all of the Content that is made available in connection with the Site,
including Your Content, User Content, Third Party Content, and Evry1eats
Content.
2. CHANGES TO THE TERMS
OF SERVICE
We may modify the
Terms from time to time. You understand and agree that your access to or use of
the Site is governed by the Terms effective at the time of your access to or
use of the Site. If we make material changes to these Terms, we will notify you
by email or by posting a notice on the Site prior to the effective date of the
changes. We will also indicate at the top of this page the date that revisions
were last made. You should revisit these Terms on a regular basis as revised
versions will be binding on you. Any such modification will be effective upon
our posting of new Terms. You understand and agree that
your continued access to or use of the Site after the effective date of
modifications to the Terms indicates your acceptance of the modifications.
3. TRANSLATION
We may translate these Terms into other
languages for your convenience. Nevertheless, the English version governs your
relationship with Evry1eats, and any inconsistencies among the different
versions will be resolved in favor of the English version.
4. USING THE SITE
A.
Eligibility
To access or use the Site, you must be 18
years or older and have the requisite power and authority to enter into these
Terms. You may not access or use the Site if you are a competitor of ours or if
we have previously banned you from the Site or closed your account.
B.
Permission
to Use the Site
We grant you permission to use the Site
subject to the restrictions in these Terms. Your use of the Site is at your own
risk, including the risk that you might be exposed to Content that is
offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
C.
Site
Availability
The Site may be modified, updated,
interrupted, suspended or discontinued at any time without notice or liability.
D.
User
Accounts
You must create an account and provide certain
information about yourself in order to use some of the features that are
offered through the Site. You are responsible for maintaining the
confidentiality of your account password. You are also responsible for all
activities that occur in connection with your account. You agree to notify us
immediately of any unauthorized use of your account. We reserve the right to
close your account at any time for any or no reason.
Your account is for
your personal, non-commercial use only. In creating it, we ask that you provide
complete and accurate information about yourself to bolster your credibility as
a contributor to the Site. You may not impersonate someone else (e.g., adopt
the identity of a celebrity or your next-door neighbor), create or use an
account for anyone other than yourself, provide an email address other than
your own, or create multiple accounts. If you use a pseudonym, take care to
note that others may still be able to identify you if, for example, you include
identifying information in your reviews, use the same account information on
other sites, or allow other sites to share information about you with Evry1eats.
Please read our Privacy Policy for more information.
E.
Communications
from Evry1eats and other Users
By creating an
account, you agree to receive certain communications in connection with the
Site. For example, you might receive compliments or friend requests from other
Users. You will also receive our weekly e-mail newsletter about restaurants in
your area. You can opt-out of non-essential communications through request
via email at support@Evry1eats.com.
5. CONTENT
A.
Responsibility
for Your Content
You alone are responsible for Your Content,
and once published, it cannot always be withdrawn. You assume all risks
associated with Your Content, including anyone's reliance on its quality,
accuracy, or reliability, or any disclosure by you of information in Your
Content that makes you personally identifiable. You represent that you own, or
have the necessary permissions to use and authorize the use of Your Content as
described herein. You may not imply that Your Content is in any way sponsored
or endorsed by Evry1eats.
You may expose yourself to liability if, for
example, Your Content contains material that is false, intentionally
misleading, or defamatory; violates any third-party right, including any
copyright, trademark, patent, trade secret, moral right, privacy right, right
of publicity, or any other intellectual property or proprietary right; contains
material that is unlawful, including illegal hate speech or pornography;
exploits or otherwise harms minors; or violates or advocates the violation of any
law or regulation.
B.
Our
Right to Use Your Content
We may use Your
Content in a number of different ways, including publicly displaying it,
reformatting it, incorporating it into advertisements and other works, creating
derivative works from it, promoting it, distributing it, and allowing others to
do the same in connection with their own websites and media platforms ("Other Media"). As such, you hereby
irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free,
assignable, sublicensable, transferable rights to use Your Content for any
purpose. Please note that you also irrevocably grant the users of the Site and
any Other Media the right to access Your Content in connection with their use
of the Site and any Other Media. Finally, you irrevocably waive, and cause to
be waived, against Evry1eats and its users any claims and assertions of moral
rights or attribution with respect to Your Content. By "use" we mean
use, copy, publicly perform and display, reproduce, distribute, modify,
translate, remove, analyze, commercialize, and prepare derivative works of Your
Content.
C.
Ownership
As between you and Evry1eats,
you own Your Content. We own the Evry1eats Content, including but not limited
to visual interfaces, interactive features, graphics, design, compilation,
including, but not limited to, our compilation of User Content and other Site
Content, computer code, products, software, aggregate user review ratings, and
all other elements and components of the Site excluding Your Content, User
Content and Third Party Content. We also own the copyrights, trademarks,
service marks, trade names, and other intellectual and proprietary rights
throughout the world ("IP Rights") associated
with the Evry1eats Content and the Site, which are protected by copyright, trade
dress, patent, trademark laws and all other applicable intellectual and
proprietary rights and laws. As such, you may not modify, reproduce,
distribute, create derivative works or adaptations of, publicly display or in
any way exploit any of the Evry1eats Content in whole or in part except as
expressly authorized by us. Except as expressly and unambiguously provided
herein, we do not grant you any express or implied rights, and all rights in
and to the Site and the Evry1eats Content are retained by us.
D.
Advertising
Evry1eats and its licensees may publicly
display advertisements and other information adjacent to or included with Your
Content. You are not entitled to any compensation for such advertisements. The
manner, mode and extent of such advertising are subject to change without
specific notice to you.
E.
Content
Feeds
We make some of the
Site Content ("Feed Content") available via Real Simple
Syndication and Atom feeds ("Feeds").
You may access and use the Feeds in order to display Feed Content on your personal
computer, website, or blog ("Your Site"),
provided that (i) your use of the Feeds is for
personal, non-commercial purposes only, (ii) your display of the Feed Content
links back to the relevant pages on Evry1eats's websites, and attributes Evry1eats
as the source of the Feed Content, (iii) your use or display of the Feed
Content does not suggest that Evry1eats promotes or endorses any third party
causes, ideas, websites, products or services, including Your Site, (iv) you do
not redistribute the Feed Content, and (v) your use of the Feeds does not
overburden Evry1eats's systems. Evry1eats reserves all rights in the Feed
Content and may terminate the Feeds at any time.
F.
Other
User Content
(including any that may have been created by users employed or contracted by Evry1eats)
does not necessarily reflect the opinion of Evry1eats. We reserve the right to
remove, screen, edit, or reinstate User Content from time to time at our sole
discretion for any reason or no reason, and without notice to you. For example,
we may remove a review if we believe it violates our Content Guidelines. We have no obligation to retain or provide you with
copies of Your Content, nor do we guarantee any confidentiality with respect to
Your Content.
6. RESTRICTIONS
We are under no obligation to enforce the
Terms on your behalf against another user. While we encourage you to let us
know if you believe another user has violated the Terms, we reserve the right
to investigate and take appropriate action at our sole discretion.
A.
You
agree not to, and will not assist, encourage, or enable others to use the Site
to:
i.
Violate our Content Guidelines, for example,
by writing a fake or defamatory review, trading reviews with other businesses, or compensating someone or being
compensated to write or remove a review;
ii.
Violate any third
party's rights, including any breach of confidence, copyright, trademark,
patent, trade secret, moral right, privacy right, right of publicity, or any
other intellectual property or proprietary right;
iii.
Threaten, stalk, harm,
or harass others, or promote bigotry or discrimination;
iv.
Promote a business or
other commercial venture or event, or otherwise use the Site for commercial
purposes, except in connection with a Business Account and as expressly
permitted by Evry1eats;
v.
Send bulk emails,
surveys, or other mass messaging, whether commercial in nature or not; engage
in keyword spamming, or otherwise attempt to manipulate the Site's search
results or any third party website;
vi.
Solicit personal
information from minors, or submit or transmit pornography; or
vii.
Violate any applicable
law.
B.
You
also agree not to, and will not assist, encourage, or enable others to:
i.
Violate the Terms;
ii.
Modify, adapt,
appropriate, reproduce, distribute, translate, create derivative works or
adaptations of, publicly display, sell, trade, or in any way exploit the Site
or Site Content (other than Your Content), except as expressly authorized by Evry1eats;
iii.
Use any robot, spider,
site search/retrieval application, or other automated device, process or means
to access, retrieve, scrape, or index any portion of the Site or any Site
Content;
iv.
Reverse engineer any
portion of the Site;
v.
Remove or modify any
copyright, trademark or other proprietary rights notice that appears on any
portion of the Site or on any materials printed or copied from the Site;
vi.
Record, process, or
mine information about other users;
vii.
Access, retrieve or
index any portion of the Site for purposes of constructing or populating a
searchable database of business reviews;
viii.
Reformat or frame any
portion of the Site;
ix.
Take any action that
imposes, or may impose, in our sole discretion, an unreasonable or
disproportionately large load on Evry1eats's technology infrastructure or
otherwise make excessive traffic demands of the Site;
x.
Attempt to gain
unauthorized access to the Site, user accounts, computer systems or networks
connected to the Site through hacking, password mining or any other means;
xi.
Use the Site or any
Site Content to transmit any computer viruses, worms, defects, Trojan horses or
other items of a destructive nature (collectively, "Viruses");
xii.
Use any device,
software or routine that interferes with the proper working of the Site, or
otherwise attempt to interfere with the proper working of the Site;
xiii.
Use the Site to
violate the security of any computer network, crack passwords or security
encryption codes; disrupt or interfere with the security of, or otherwise cause
harm to, the Site or Site Content; or
xiv.
Remove, circumvent,
disable, damage or otherwise interfere with any security-related features of
the Site, features that prevent or restrict the use or copying of Site Content,
or features that enforce limitations on the use of the Site.
The restrictions above
only apply to the extent permissible under applicable law. Nevertheless, you
agree not to act contrary to them (even if permissible under applicable law)
without providing 30 days' prior written notice to us, together with any
information that we may reasonably require to give us an opportunity to provide
alternative remedies or otherwise accommodate you at our sole discretion.
7. GUIDELINES AND
POLICIES
A.
Content
Guidelines
You represent that you
have read and understood our Content
Guidelines.
B.
Privacy
You represent that you
have read and understood our Privacy Policy. Note that we may disclose information about you to third
parties if we have a good faith belief that such a disclosure is reasonably
necessary to (i) take action regarding suspected
illegal activities; (ii) enforce or apply our Terms and Privacy Policy; (iii)
comply with legal process or other government inquiry, such as a search
warrant, subpoena, statute, judicial proceeding, or other legal process served
on us; or (iv) protect our rights, reputation, and property, or that of our
users, affiliates, or the public. If you use the Site outside of the United
States, you consent to having your personal data transferred to and processed
in the United States.
C.
Copyright
And Trademark Disputes
Please contact us for information about
copyright and trademark disputes.
8. SUGGESTIONS AND
IMPROVEMENTS
By sending us any
ideas, suggestions, documents or proposals ("Feedback"),
you agree that (i) your Feedback does not contain the
confidential or proprietary information of third parties, (ii) we are under no
obligation of confidentiality, express or implied, with respect to the
Feedback, (iii) we may have something similar to the Feedback already under
consideration or in development, and (iv) you grant us an irrevocable,
non-exclusive, royalty-free, perpetual, worldwide license to use, modify,
prepare derivative works, publish, distribute and sublicense the Feedback, and
you irrevocably waive, and cause to be waived, against Evry1eats and its users
any claims and assertions of any moral rights contained in such Feedback.
9. THIRD PARTIES
The Site may include
links to other websites or applications (each, a "Third Party Site"). We do not control or
endorse any Third Party Site. You agree that we are not responsible for the
availability or contents of such Third Party Sites. Your use of Third Party
Sites is at your own risk.
Some of the services
made available through the Site may be subject to additional third party or
open source licensing terms and disclosures.
10. INDEMNITY
You agree to
indemnify, defend, and hold Evry1eats, its parents, subsidiaries, affiliates,
any related companies, suppliers, licensors and partners, and the officers,
directors, employees, agents and representatives of each of them (collectively,
the "Evry1eats Entities") harmless, including costs,
liabilities and legal fees, from any claim or demand made by any third party
arising out of or relating to (i) your access to or
use of the Site, (ii) your violation of the Terms, (iii) any products or
services purchased or obtained by you in connection with the Site, or (iv) the
infringement by you, or any third party using your account, of any intellectual
property or other right of any person or entity. Evry1eats reserves the right,
at your expense, to assume the exclusive defense and control of any matter for
which you are required to indemnify us and you agree to cooperate with our
defense of these claims. You agree not to settle any such matter without the
prior written consent of Evry1eats. Evry1eats will use reasonable efforts to
notify you of any such claim, action or proceeding upon becoming aware of it.
11. DISCLAIMERS AND
LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION
CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE EVRY1EATS ENTITIES TO YOU. EACH
OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER
APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE
WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER
SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO
ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT
YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION.
YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
A. THE SITE IS MADE AVAILABLE TO YOU ON AN
"AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE"
BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE EVRY1EATS ENTITIES MAY NOT
MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE SITE IS AT YOUR
OWN DISCRETION AND RISK. THE EVRY1EATS ENTITIES MAKE NO CLAIMS OR PROMISES
ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR
SECURITY, OR THE SITE CONTENT. ACCORDINGLY, THE EVRY1EATS ENTITIES ARE NOT
LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE
SITE'S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR
RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS,
RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS
FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE.
B. THE EVRY1EATS ENTITIES MAKE NO CLAIMS OR
PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS
LISTED ON THE SITE OR THE SITE'S USERS. ACCORDINGLY, THE EVRY1EATS ENTITIES ARE
NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR
OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR
CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE
WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SITE. YOUR
PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE
SITE IS AT YOUR OWN DISCRETION AND RISK.
C. THE EVRY1EATS ENTITIES EXPRESSLY DISCLAIM ALL
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS
OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, AND IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO
ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF
ONE OF THE EVRY1EATS ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY.
D. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN
CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE
SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.
E. THE EVRY1EATS ENTITIES' MAXIMUM AGGREGATE
LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE
SITE OR THESE TERMS IS LIMITED TO THE GREATER OF (i)
THE AMOUNT PAID, IF ANY, BY YOU TO THE EVRY1EATS ENTITIES IN CONNECTION WITH
THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii)
$100.
F. THE EVRY1EATS ENTITIES DISCLAIM LIABILITY FOR
ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,
EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii)
BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR
DATA.
12. CHOICE OF LAW AND
VENUE
New York law will
govern these Terms, as well as any claim, cause of action or dispute that might
arise between you and Evry1eats (a "Claim"),
without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER
PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE
JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS
LOCATED WITHIN NEW YORK COUNTY, NEW YORK.
13. TERMINATION
A.
You may terminate the
Terms at any time by closing your account, discontinuing your use of the Site,
and providing Evry1eats with a notice of termination here. Please
review our Privacy Policy for information about what we do with your account when
terminated.
B. We may close your account, suspend your
ability to use certain portions of the Site, and/or ban you altogether from the
Site for any or no reason, and without notice or liability of any kind. Any
such action could prevent you from accessing your account, the Site, Your
Content, Site Content, or any other related information.
C. In the event of any termination of these
Terms, whether by you or us, Sections 1, 5, 6, 10 - 14 will continue in full
force and effect, including our right to use Your Content as detailed in
Section 5.
14. GENERAL TERMS
A. We reserve the right to modify, update, or
discontinue the Site at our sole discretion, at any time, for any or no reason,
and without notice or liability.
B. We may provide you with notices, including
those regarding changes to the Terms by email, regular mail or communications
through the Site.
C. Except as otherwise stated in Section 10
above, nothing herein is intended, nor will be deemed, to confer rights or
remedies upon any third party.
D. The Terms contain the entire agreement between
you and us regarding the use of the Site, and supersede any prior agreement
between you and us on such subject matter. The parties acknowledge that no
reliance is placed on any representation made but not expressly contained in
these Terms.
E. Any failure on Evry1eats's part to exercise or
enforce any right or provision of the Terms does not constitute a waiver of
such right or provision. The failure of either party to exercise in any respect
any right provided for herein shall not be deemed a waiver of any further
rights hereunder.
F. If any provision of the Terms is found to be
unenforceable or invalid, then only that provision shall be modified to reflect
the parties' intention or eliminated to the minimum extent necessary so that
the Terms shall otherwise remain in full force and effect and enforceable.
G. The Terms, and any rights or obligations
hereunder, are not assignable, transferable or sublicensable by you except with
Evry1eats's prior written consent, but may be assigned or transferred by us
without restriction. Any attempted assignment by you shall violate these Terms
and be void.
H. The section titles in the Terms are for
convenience only and have no legal or contractual effect.